Last Modified: Jan 22, 2026
These Terms of Service (“Terms”) including any exhibits, schedules or agreements incorporated, attached or referenced herein, is an integral part of any Service Order executed between the applicable Visitt Contracting Company and the customer identified under the Service Order (“Customer”) for the provisions of the Services, and it forms a legally binding agreement between Visitt and the Customer (collectively the “Agreement”).
These Terms governs the access and use of the Services by a Customer or any of its Authorized Users (collectively shall be further referred to as “you”). The Customer and Visitt shall each be also referred to herein as “party” and collectively the “parties”.
By executing a Service Order or by otherwise accessing or using the Services, you acknowledge that you have read, understood, accepted and agreed to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services, as the use of which is subject to the provisions of these Terms. You may not use the Services and may not accept these Terms if you are a person barred from receiving the Services under the laws of the country in which you are resident or from which you use the Services.
You further warrant that you are eligible and of legal competence to accept and enter into these Terms, and you are not prohibited by law into entering in any agreement; you have all proper authorization, if you are acting on behalf of a corporation, to accept and enter into these Terms including the authority to bind such corporation to these Terms.
Capitalized terms used and not otherwise defined herein, shall have the respective meanings ascribed to them under the Service Order.
1. DEFINITIONS.
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of more than fifty percent (50%) of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“App” means, collectively Visitt App and the Branded App.
“Authorized User” means those employees, contractors, and other third parties, authorized by Customer or on Customer’s behalf to access the Customer Account and manage the Services in accordance with this Agreement or other team members under the supervision of Customer.
“Branded App” means Visitt’s owned and developed designated mobile app, branded with Customer’s Marks, made available as part of the Services, to be downloaded and used by End Users.
“Customer Account” means the Customer’s online account enabling, among others, the access to the Platform’s designated interface and use of the Service.
“Customer Data” means any data, content, or materials, uploaded to the Platform by Customer, Authorized Users, or End Users for processing, storage or hosting, that reside in, or run on or through, the Services the Service environment and in connection with the Customer Account, as well as outputs, information and reports generated through the processing of the aforesaid as part of the Service provisions.
“Documentations” means set of digital or printed technical user manual, instruction and summary and any other supporting documentation, technical and service specifications related to the Services.
“End Users” means tenants or visitors of the Property or other Customer’s end users, authorized by it to download and use the App.
“Marks” means a party’s trademarks, service marks, service or trade names and logos.
“Services” means the provisions of the Visitt owned and developed digital cloud-based facility management platform, designed to control efficiently commercial or private real estate (“Property”) streamline property management and operational maintenance through automated solutions (“Platform”), including real-time data insights, reporting, and AI-powered tools to improve communication between real estate owner and tenants, including the technical support and maintenance services to be provided by Visitt and identified in the Service Order and these Terms (“Technical Support”), consulting, installation, implementation, customization and training services to be provided by Visitt to Customer in the event agreed under the Service Order (“Professional Services”), the App and Documentations;
”Service Order” the executed service proposal, subscription order form or any other service orders executed between the Customer and Visitt Contracting Company for the purpose of the Services.
"Start Date" means the date in which all applicable Service specifications and agreed upon Apps were provided, enabling the proper use of the Services, as notified by Visitt or as otherwise agreed between the parties or determined by Visitt in accordance with the terms herein.
“Term” means the term of this Agreement, commencing at the Effective Date, and for all Subscription Terms identified under the Service Order, including any renewals, or earlier, if terminated in accordance with these Terms.
“Visitt” means, collectively, Visitt I.O. Ltd and its Affiliates or subsidiaries, including Visitt Inc.
“Visitt App” means Visitt’s owned and developed designated mobile app, branded with Visitt Marks, made available as part of the Services, to be downloaded and used by End Users in conjunction with the Property.
“Visitt App Policies” Visitt App’s terms of use available at: https://visitt.io/terms and Privacy Policy available at: https://visitt.io/privacy/privacy-policy (“Visitt Privacy Policy”) as shall be updated from time to time.
“Visitt Contracting Company” means the Visitt entity executing the Service Order with the Customer.
“Visitt Data” means operational, technical, analytic, statistic and measurement data, as well as usage, activity and telemetry collected and processed by Visitt relating to Customer’s, Authorized Users’ and End Users’ use of the Services; such data may include the click stream data, session recording, bugs, errors, crash data, access and usage logs, time and duration of use, online identifiers, location data, technical support records, etc.
2. DESCRIPTION OF SERVICE AND RIGHTS GRANTED
2.1. The parties may, from time to time, agree upon the provisions of the Services, as detailed under a Service Order executed by both parties. Each Service Order shall be governed by these Terms.
2.2. Subject to the terms of the Agreement, Visitt hereby grants the Customer with a limited, revocable, non-exclusive non-transferable (except as otherwise permitted herein) right to access and use the Service during the Term, for Customer’s use of the Services.
2.3. Upon the Start Date, Visitt shall provide Customer with the necessary information, components, network links and other specifications agreed upon under the Service Order and these Terms, to allow Customer, its Authorized Users and End Users to access and use the Service. Visitt shall provide support services subject to the Service Level Agreement.
2.4. Visitt shall provide Technical Support and Professional Services as and if agreed under the Service Order, and subject to Visitt’s Service Level Agreement agreed under a Service Order (“SLA”). The Technical Support and Professional Services shall be subject to payment of Fees. Technical Support and Professional Services shall be provided at Visitt’s sole reasonable discretion without any guarantee or warranty of any kind, other than explicitly provided under these Terms.
2.5. Visitt shall not be responsible for supporting the Customer with technical issues outside the Service, such as issues resulted from Customer’s equipment, hardware, software, network or other infrastructure used by Customer in connection with the use of the Services (“Customer Equipment”), or any internet-based or offline software application, API, connector, pixel, integration, etc. that is utilized by Customer and integrates with the Services, at Customer’s sole discretion (“Third Party Applications”) or any third-party systems, even where integrated to the Services, as determined by Visitt. For the avoidance of doubt, any such support, if provided by Visitt at its sole discretion, shall not be deemed as part of the Technical Support and Visitt shall not be liable for any damages in connection with such services. The Customer acknowledges and agrees that Technical Support may involve interruptions to the Services, and Visitt shall not bear any responsibility for any loss or damage resulting from such interruptions, other than as explicitly stated under the SLA and these Terms. Any technical information provided to, or collected by, Visitt as part of the Technical Support, may be used by Visitt for its business purposes, including product support and development, provided that Visitt will not utilize such technical information in a form that personally identifies the Customer.
2.6. Visitt reserves the right, at any time, to modify, change, update, enhance, remove, add or make any other changes to, or discontinue, features or parts of the Services (such as infrastructure, security, technical configurations, UI, etc.), provided however, that such modification will not result in a material reduction in the level of performance or availability of the applicable Services during a Subscription Term. In the event of material changes that are necessary, at Visitt’s discretion, due to technical or technological considerations or applicable law, Visitt will provide a prior notice (if reasonably possible), without any additional liability on behalf of Visitt.
2.7. As part of the Service, Visitt may enable the use of certain artificial intelligence features ("AI Features”). It is hereby clarified that the usage and operation of the AI Feature is optional and subject to the Customer’s discretion. The AI Features may be enabled or disabled on a system basis and not per Authorized Users. The Customer hereby recognizes that AI, particularly generative AI, is a novel and evolving field. The output insights generated and returned by the AI Feature (“Output”) are based on the data provided by Customer, as part of the Customer Data (“Input”) and based on the queries drafted and used by the Customer. There may be unknown risks, and the technology’s safeguards may not be comprehensive. The Customer assume full responsibility for any risks arising from their use of AI Features, including but not limited to: (a) ensure the use of AI Features and its use of such adheres to all relevant laws and regulation; (b) the lawfulness of all Inputs; (c) all decisions, actions, or inactions arising from its use of the AI Features, including, without limitation, ensuring such decisions, actions, or inactions comply with applicable laws, regulations, and other legal requirements related to data protection, intellectual property, and the use of artificial intelligence or machine learning. The Customer acknowledge that that AI Features Outputs may not always be accurate or appropriate and Customer is responsible for implementing reasonable practices, including human oversight, to guard against Outputs being used in an unsuitable or unlawful way or in violation of the rights of others. The Customer may use the AI Features solely for its business purposes. The AI Features are provided and processed by third-parties providers ("Third Party Providers"). The Inputs and Outputs may be retained temporarily by the Third-Party Provider as part of the operation of their service. Currently Visitt uses artificial intelligence t in echnology developed and provided by OpenAI LLC (“OpenAI”), however this may change, or additional providers may be used. The OpenAI Terms of Service (available here) (“OpenAI Terms”).
2.8. From time to time, Visitt may invite Customer to try certain features or products at no charge for a limited evaluation period, which may be designated or identified as beta, pilot, evaluation, trial or the like (collectively, “Evaluation Products”). Customer’s agreement to participate in and us an Evaluation Product is completely voluntary, and it may opt out at any time in writing, following which Customer’s access to such Evaluation Product will be terminated. Notwithstanding anything to the contrary contained in the Agreement, Evaluations Products may be used for Customer’s internal evaluation purposes only, and not for production use. Visitt will be under no obligation to provide Customer any support services with respect to an Evaluation Product and Visitt may discontinue any Evaluation Product in whole or in part at any time and reserves the right to decide whether to make features provided as an Evaluation Product generally available, all in Visitt’s sole discretion and. DUE TO THE NATURE OF EVALUATION PRODUCTS AND THEIR VOLUNTARY PARTICIPATION, EVALUATION PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE EXCLUDED FROM VISITT LIABILITIES, WARRANTIES OR ANY AND REMEDIES PROVIDED HEREIN (INCLUDING ANY OBLIGATIONS ON BEHALF OF VISITT TO INDEMNIFY, DEFEND, OR HOLD HARMLESS UNDER THIS AGREEMENT). IF LIABILITY EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE LAW, VISITT’S LIABILITY WITH RESPECT TO THE EVALUATION PRODUCTS SHALL NOT EXCEED FIFTY DOLLARS ($50).
3. CUSTOMER OBLIGATIONS, RESPONSIBILITIES & RESTRICTIONS
3.1. Customer is responsible for properly configuring and using the Service, according to Visitt’s instructions and Documentations, and taking appropriate actions to secure and protect the Customer Account in a manner that will provide appropriate security and protection. Customer is responsible to monitor the use of the Services by its Authorized Users (and its End Users), to ensure Authorized Users and End User use the Services in compliance with these Terms and shall be solely responsible for any acts occurring under such use and the Customer Account. Without derogating from the generality of the above, Customer shall be responsible to implement the appropriate measures to prevent unauthorized access to, or use of, the Customer Account, Service and Customer Data including to maintain the confidentiality of the Customer Account’s login information (including usernames and passwords). Customer and any of its Authorized Users may not share their user/enterprise account or login information, nor allow any third party access the Customer Account or do anything else that might jeopardize the security of the Customer Account.
In the event the Customer become aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of the Customer Account login information or unauthorized access to the Customer Account, Customer must immediately notify Visitt and modify the login information.
3.2. To the extent the Customer implements the Services with any Third-Party Application, the Customer shall ensure that such integration is secured and Visitt shall not be responsible or liable for any failure, bugs, errors, or security issues arising from such Third-Party Application.
3.3. The Customer is required and shall be responsible to accept technical patches, bug fixes, updates, maintenance and service packs (collectively, “Patches”) necessary for the proper function and security of the Services, such Patches are generally released by Visitt from time to time and are meant (however, not obligated to) to improve the Service, enhance Customer’s use and secure the Services. Visitt shall not be liable for any possible damage caused by Customer’s failure to accept any Patches.
3.4. In addition, the Customer acknowledge that successful integration and deployment to allow proper use of the Services depends on and is subject to Customer’s full cooperation with Visitt during the integration and deployment period and thereafter, among others, by providing and uploading all needed information, enabling integration (where applicable), as well as attending trainings. The Customer is responsible for ensuring that all Customer Equipment needed to enable integration and use of the Services is obtained by Customer. Visitt shall not be responsible for any malfunction, errors or delays resulted from Customer Equipment as well as from lack of cooperation or assistance by the Customer and Visitt reserves the right to determine the Start Date of the Subscription Term, even if certain specifications are not met due to the Customer's failure to fulfill its aforesaid obligations and responsibilities.
3.5. Except as permitted herein, Customer or any Authorized User may not, directly or indirectly: (a) publish, disclose, copy, lease, rent, lend, sub-license, assign, delegate, distribute, sell, resell, or otherwise transfer or use or allow others to transfer or use the Services for the benefit of any third party nor alter or create derivative works based on the Services or any part thereof; (b) use the Service to develop a similar or competing product or service; (c) interfere with or circumvent the Services, limits or other restrictions; (d) remove, obscure or modify in any way any proprietary or other notices or attributions in the Service; (e) promote, host, upload, post, transmit or display or otherwise disseminate any indecent, obscene or illegal material, terrorism activity, vulgar, defamatory, libelous, gambling related, discriminatory, pornographic, or any other offensive content, through or in connection with the Services or advertise, solicit or transmit any commercial advertisements, including chain letters, junk email, repetitive messages (like spam), or any unsolicited mass distribution of email through the Services; (f) use, apply, upload or transmit (or attempt to upload or transmit) in connection with the Services any spyware or other malicious programs, such as files that contain viruses, Trojan horses, worms, time bombs, corrupted files or data, or any other similar software or programs that may damage the operation of the Services; (g) copy, disassemble, reverse engineer or decompile, modify, enhance or alter any part of the Services or attempt to discover any source code or underlying ideas or algorithms of the Services; (h) create false personas, multiple identities, multiple user accounts, set up an account on behalf of someone other than yourself, or otherwise defraud or impersonate; (i) use the Service for any illegal, immoral, unauthorized purpose, or in a manner which would infringe upon the rights of a third party, including rights of publicity, privacy or intellectual property rights, or that is in breach of applicable law or engage in any action or practice that reflects poorly on Visitt or otherwise disparages or devalues Visitt's reputation or goodwill.
3.6. The Customer acknowledge that use of the App by End Users is subject to Visitt’s App Policies. The Customer shall not provide End Users any representation, warranty or guarantee on behalf of Visitt, and Visitt’s responsibility or liability to End Users shall be solely as set forth under the Visitt’s App Policies. Any use of the Services shall be settled directly between the Customer and the End Users, and Customer shall bear the sole responsibility to its End User for any issues, claims, losses or damages related to the Customer services.
4.1. FEES AND PAYMENTSIn consideration for the Services, the Customer shall pay the fees as set forth in the Service Order ("Fees"). The Fees may further include minimum or other commitment fees, in the event agreed under the Service Order, and shall be subject to the terms set forth therein. Visitt shall invoice the Customer for all Fees in accordance with the terms of the applicable Service Order, and payments shall be made according to the payment terms set forth therein. Except as explicitly set forth under the Agreement, all Service Order are non-cancellable and non-refundable, whether or not the Services are actively used by the Customer or Authorized Users, in whole or in part. Customer will pay and will continue to be liable for all Fees under the Service Order throughout the Term, and Customer shall not be entitled to any refunds, even if Customer decides to cease use of the Services.
4.2. Where Fees are calculated based on the Property features or measurements (e.g., square footage, etc.), Customer shall provide the applicable information to Visitt and hereby represents and warrants such information shall be complete and accurate. Visitt shall be entitled to audit the information provided by Customer and in the event of discrepancies, Visitt’s measurements shall apply, and the Fees shall be updated accordingly. If applicable, Visitt shall be entitled to invoice Customer for any additional payments in accordance with the updated Fees as of the Start Date and the Customer shall settle the payments within five (5) business days. In addition, if Customer exceeds the scope of usage purchased as detailed in the Service Order, Visitt reserves the right to charge Customer additional fees at Visitt then-current rates.
4.3. All rates are subject to change upon a notice by Visitt, with such change taking effect at the beginning of the next Subscription Term.
4.4. All Fees and other amounts payable by Customer under the Agreement are exclusive of all taxes, including without limitation, sales, use, value-added, withholding or other taxes, customs, levies, or duties imposed by taxing authorities on transactions, and the Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Visitt’s net income. Taxes will not be deducted from payments to Visitt, except as required by applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, Visitt receives and retains (free from any liability for taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made.
4.5. In the event of late payments, Visitt shall assess interest on overdue payments at the rate of one-half percent (1½%) per month, or the maximum rate allowed by law, without thereby derogating from other rights and remedies afforded to Visitt under the Agreement or applicable law. Notwithstanding the above, the Customer shall bear any collection fees and costs, including attorney fees, occurred by Visitt in its efforts to collected unpaid fees from Customer.
5. TERMS, TERMINATION AND SUSPENSION
5.1. The Agreement commence on the Effective Date and continue throughout the Term. Each Subscription Term shall renew as set forth under the Service Order. The parties may enter into future subscriptions or services by signing a new Service Order. Notwithstanding anything herein, these Terms shall remain in full force and effect during the term of any Service Order.
5.2. Each party may terminate these Terms, upon prior written notice at any time, as long as there are no effective Service Order or if all Subscription Term were completed (“Termination for Convenience”). For avoidance of doubt, during the Subscription Term neither party may terminate for convenience.
5.3. If: (a) a party materially breaches any provision of the Agreement, including failure to settle payment of Fees, and fails to cure such breach within thirty (30) days of receipt of written notice from the non-breaching party, the non-breaching party may terminate the Agreement or any Service Order affected by the breach; and (b) a party may terminate the Agreement in the event of institution of bankruptcy, receivership, legal insolvency, reorganization, or other similar proceedings by or against the other party under any applicable laws, if such proceedings have not been dismissed or discharged within sixty (60) days after they are instituted (collectively “Termination for Cause”). Termination under this Section does not limit either party from pursuing any other remedies available to the party.
5.4. Without derogating from the above, failure to comply with the obligations set forth under these Terms, may result, at Visitt’s sole discretion, in the suspension of the Customer or any of its Authorized Users access to the Customer Account and the Services until such non-compliance was cured (or termination as set forth above), without derogating from any other remedy Visitt may be entitled to under these Terms or applicable law. If you have more than one Customer Account, Visitt may terminate part or all of such accounts. You further agree that Visitt may take further actions as to ensure Customer and its Authorized Users compliance with this Agreement, including, but not limited to IP address blocking. If you believe that any such action has been taken against the Customer Account in error, please contact Visitt at: info@visitt.io.
5.5. In addition, Visitt may refuse, suspend, block, disable any End User access to the App, with or without notice for any reason, in the event of a suspected violation of this Agreement, Visitt App Policies or Visitt Intellectual Property, at its sole discretion.
5.6. As a result of the Customer Account suspension or termination Customer may lose contents and Customer Data available through Services. Customer shall be responsible to backup, extract and copy the Customer Data prior to the effective date of termination, and Visitt is not obligated to retain or store Customer Data and shall have no responsibility for any consequence of the foregoing.
5.7. Upon expiration or termination for any reason of the Agreement: (a) Customer shall cease access to or use the Platform and the Services; (b) each party will promptly return to the other party all Confidential Information of the other party in its possession or control, except as otherwise agreed by the parties or as required by applicable laws; (c) any provisions under the Agreement which by their nature are intended to survive the expiration or termination, shall survive. Expiration or termination for any reason shall not derogate from rights and obligations accrued prior to the effective date of expiration or termination and shall not relieve the Customer from its obligation to pay the applicable Fees that remains unpaid or limit either party from pursuing other available remedies.
6. DATA PROCESSING, PRIVACY & DATA SECURITY
6.1. The Customer hereby grants Visitt with a non-exclusive, non-sublicensable, non-transferable, royalty-free, irrevocable, limited license to copy, store, process, edit, create derivative work of, and otherwise use the Customer Data: (a) for the performance of the Services and this Agreement, and (b) to evaluate and improve Visitt’s Services, products and technology or as otherwise agreed under the Agreement.
6.2. The Customer represent and warrant that Customer has and will continue to have all required rights, authorization, consent license and permissions to upload, send, receive otherwise use any Customer Data transmitted through the Services and to grant Visitt the rights to process and use the Customer Data as set forth under these Terms. The Customer shall be responsible for ensuring the proper onboarding and authorization process of its Authorized Users and End Users by uploading accurate and complete information and will notify Visitt promptly of any changes in such information. Visitt will not be under any circumstances responsible or liable for any Customer Data, or any delay, loss or damage incurred in connection thereto including from inaccurate information uploaded by Customer, Authorized User or the End Users and Visitt has no obligation to monitor or review any of Customer Data for its accuracy or completeness, or for potential violation of this Terms, applicable law or any third party rights, all shall be at the sole responsibility and liability of the Customer. Customer shall be further responsible to backup, extract and copy the Customer Data at any time, and further prior to the effective date of termination, and Visitt is not obligated to retain or store such Customer Data.
6.3. Visitt has implemented and maintains physical, technical and organizational measures designed to protect the Services and Customer Data from unauthorized access, destruction, use, modification or disclosure. While Visitt secures the Services, Customer is responsible for properly configuring and using the Services subject to the Documentation or otherwise taking appropriate actions to secure, protect and backup the Customer Data.
6.4. Visitt may, directly or through third party measurement tools, collect and use Visitt Data for its own purposes, including the purpose of improving, operating, securing and supporting the Services.
6.5. To the extent the Customer Data or Visitt Data include data defined under applicable laws as “personal data” or “personal information” (“Personal Data”), without derogating from the above, the parties agree as follows:
6.5.1. Visitt shall process Personal Data as set forth under Visitt Privacy Policy.
6.5.2. With regards to processing Personal Data included in the Customer Data by Visitt on behalf of the Customer, the parties shall comply with the provisions of the Data Processing Addendum available at: https://visitt.io/privacy/dpa (“DPA”), incorporated by reference to these Terms and constitute an integral part thereof.
6.5.3. Without derogating from the above, prior to uploading any Personal Data to the Services, Customer shall be responsible to provide the Authorized Users and End Users with needed disclosures and notifications, as well as obtain consent, as required under applicable law, with regards to any use of Personal Data by Customer, as well as to enable the lawful use and processing of Personal Data for the provisions of the Services. Customer shall be fully responsible for its, or its Authorized Users and any third-party on its behalf use of Personal Data.
7. INTELLECTUAL PROPERTY OWNERSHIP
7.1. The intellectual property and all other rights, title and interest of any nature in and to the Services (including the App, Platform, Visitt Data and Documentations) and any content or materials related thereto or any copies thereof, including, but not limited to, designs, graphics, texts, information, pictures, video, sound, music, and other files, their selection and arrangement, copyrights, patents, Visitt Marks, branding features, user manuals, handbooks, and guides relating to the Service, sample codes, source codes, software libraries, command line tools, app stores’ accounts, templates, and other related technology (collectively, “Service Materials”), are and shall remain the exclusive property of Visitt or its licensors (“Visitt Intellectual Property”). Visitt Intellectual Property shall further include any and all inventions, developments, improvements, mask works, trade secrets, modifications, discoveries, concepts, ideas, including any derivative works and modifications and any proprietary information, whether or not patentable or otherwise protectable, which are invented, made, developed, discovered, conceived or created, in whole or in part, independently, or jointly with others, in connection to the Services and the Service Materials. Customer has no right in and to the Visitt Intellectual Property except for the limited usage rights explicitly granted under these Terms and may not use the Services or Service Materials in any manner not explicitly agreed upon under these Terms. Any reproduction or redistribution of the Services or the Service Materials not in accordance with these Terms is explicitly prohibited and may result in the suspension or termination of the Customer Account and the Agreement, as well as severe civil and criminal penalties, without derogating from any other right or remedies available to Visitt under these Terms or applicable laws.
7.2. As between the parties, Customer shall retain all right, title, and interest (including any and all intellectual property rights) in and to the Customer Marks and Customer Data, excluding the Visitt’s Intellectual Property that might be incorporated therein. Customer represents and warrants it has all rights in and to the Marks, and the use of such Marks by Visitt for the provisions of the Services shall not infringe any third-party rights.
7.3. Customer or any of its Authorized Users are not required to provide Visitt with any feedback or suggestions regarding the Services or any Service Materials. However, should Customer or Authorised Users provide Visitt with comments, suggestions, improvements, ideas, or other feedback relating to the Services and Service Materials (“Feedback”), Customer hereby grant Visitt a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such Feedback in any manner Visitt chooses including incorporate into the Services any such Feedback without any obligation, payment, royalties or restriction.
7.4. The provisions of this Section 7 shall survive any termination or expiration of the Agreement and shall remain in full force and effect.
8. CONFIDENTIALITY
8.1. For the purposes hereof, "Confidential Information" means any proprietary or trade secret information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in the context of the relationship under this Agreement, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, can reasonably be understood to be confidential including, without limitation, with regards to Visitt’s Confidential Information, the Service Materials and Documentations. The Confidential Information shall not include information that, as demonstrated by the Receiving Party: (a) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of Receiving Party; (b) was already known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it, without breach of an obligation of confidentiality owed to the Disclosing Party or default or breach of the Agreement; (d) was independently developed, without breach of the Agreement or any use of or reference to the Disclosing Party’s Confidential Information.
8.2. The Receiving Party agrees: (a) not to disclose the Disclosing Party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (b) not to use or reproduce any of the Disclosing Party’s Confidential Information for any purposes except to carry out its rights and responsibilities under the Agreement between the parties; (c) to keep the Disclosing Party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which will in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the Receiving Party is required by legal process or applicable law, rule, or regulation to disclose any of the Disclosing Party’s Confidential Information, then prior to such disclosure, unless prohibited under applicable law, Receiving Party will provide prompt notice to the Disclosing Party and reasonable assistance (at the Disclosing Party’s expense) enabling the Disclosing Party to seek a protective order, or other appropriate remedy to such disclosure. In any event, the Receiving Party shall disclose only such portion of the Confidential Information as is either permitted by the Disclosing Party or legally required.
8.3. The confidentiality obligations set forth under this Section will expire five years from the date of termination or expiration of the Agreement, and with respect to trade secrets - in perpetuity, and will supersede any previous confidentiality undertakings between the parties.
9. REPRESENTATIONS & WARRANTIES
9.1. Each party hereby represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) it shall fulfil its obligation under this Agreement in compliance with applicable law.
9.2. Visitt further represents and warrants that: (a) during the Subscription Term the Platform will operate substantially in accordance with the applicable Documentation. Customer’s sole and exclusive remedy, and Visitt’s sole obligation for its non-compliance with the foregoing warranty is the correction of the non-compliance at no additional cost to Customer; (b) Professional Services provided by Visitt will be performed in a professional and workmanlike manner, consistent with reasonable and generally accepted business standards. Customer’s sole and exclusive remedy, and Visitt’s sole obligation for its non-compliance with the foregoing warranty is reperformance of the non-conforming Professional Services, provided that Customer notifies Visitt of a non-conformity within thirty (30) days as of Visitt’s completion of the applicable Professional Services.
9.3. Visitt’s aforesaid warranties will not apply in the event of issues related to or caused by the circumstance listed under Section 10.2. below.
9.4. Customer further represent and warrants that: (a) Customer has secured all necessary licenses, consents and authorizations for the use of the Customer Data and Customer Marks; (b) Customer will not use the Services for any illegal activity or engage in any other activity, which infringes upon the rights of any third party or of Visitt.
10. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
10.1. EXCEPT AS OTHERWISE EXPRESSLY STATED UNDER THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY VISITT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, USEFULNESS, AUTHORITY, ACCURACY, COMPLETENESS, AND AVAILABILITY, WHICH ARE SPECIFICALLY EXCLUDED. VISITT DOES NOT WARRANT THAT ANY INFORMATION, COMPUTER PROGRAM, EFFORTS OR ANY SERVICES PROVIDED BY VISITT WILL FULFILL ANY OF CUSTOMER’S PARTICULAR PURPOSES OR NEEDS OR THAT ANY DATA OR CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
10.2. WITHOUT DEROGATING FROM THE ABOVE, ALTHOUGH VISITT MAKES REASONABLE COMMERCIAL EFFORTS TO ENSURE MAXIMUM AVAILABILITY OF THE SERVICES, VISITT CANNOT ASSURE, AND DOES NOT WARRANT THAT, THE SERVICES WILL BE UNDISRUPTED, ERROR-FREE OR AVAILABLE AT ALL TIMES. YOU AGREE THAT FROM TIME TO TIME THE SERVICE MAY BE INACCESSIBLE OR INOPERABLE OR OPERATE IMPROPERLY FOR ANY REASON, INCLUDING, WITHOUT LIMITATION: (A) EQUIPMENT MALFUNCTIONS; (B) PERIODIC MAINTENANCE AND UPGRADE PROCEDURES; (C) REPAIRS WHICH VISITT AND/OR ITS SERVICE PROVIDERS MAY UNDERTAKE; OR (D) ANY CAUSE BEYOND THE CONTROL OF VISITT. VISITT WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER TO ANY ACT OR OMISSION, OR ANY DAMAGE CAUSED DUE TO: (A) THIRD PATY APPLICATION; (B) CUSTOMER DATA; (C) CUSTOMER USE OF THE SERVICES IN BREACH OF ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS UNDER THESE TERMS; OR (D) MODIFICATION OF THE SERVICES OR FAILURE IN CUSTOMER’S EQUIPMENT.
10.3. WITHOUT DEROGATING FROM THE ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, VISITT WILL NOT HAVE ANY LIABILITY, ARISING OUT OF OR RELATED TO THE SERVICES AND THESE TERMS, FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, INTERRUPTION OF BUSINESS, REPLACEMENT GOODS, COST OF REPLACEMENT OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE. LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL. IN ANY EVENT, VISITT’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES AND THE AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID TO VISITT FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE SIX (6) MONTHS PRECEDING THE EVENT OUT OF WHICH THE LIABILITY AROSE. THE AFORESAID LIMIT SHALL NOT BE ENLARGED BY THE EXISTENCE OF MULTIPLE CLAIMS.
11. INDEMNIFICATION
Customer shall indemnify, defend and hold harmless Visitt and its respective Affiliates, officers, directors, shareholders, or representatives from any and all demands, judgments, awards, losses, damages, expenses, claims and liabilities, and all related costs, including reasonable legal fees incurred by Visitt as a result of or arising out of a third party claim concerning Customer’s: (a) breach of these Terms; (b) breach of applicable law or third-party rights, including intellectual property rights or privacy rights; and (c) gross negligence, willful misconduct or fraud.
12. MISCELLANEOUS
12.1. Visitt reserves the right to modify, correct, or amend these Terms at any time in its sole discretion. In the event of a material change Visitt will provide the Customer with prior notice before such changes are in effect.
12.2. These Terms and any claim, controversy, or dispute arising under, related to, or otherwise in connection with these Terms shall be interpreted, construed, and enforced in accordance with the laws of the territory agreed under the Service Order, applied without giving effect to any conflicts of law principles. The parties agree that any lawsuit that may be brought with respect to these Terms shall be brought exclusively in the competent courts located in the territory agreed under the Service Order and the parties agree to the express exclusion of any other courts, and waive all defenses of lack of personal jurisdiction and forum non convenient with respect to venue and jurisdiction in the courts agreed under the Service Order.
12.3. The Customer shall not have the right to assign the Agreement, or any of its rights or obligations hereunder, without the prior written consent of Visitt. Visitt may assign its rights and obligations under this Agreement to an Affiliate, or to any successor by way of merger, acquisition, or sale of all or substantially all of Visitt’s assets.
12.4. Visitt shall not be liable for any failure due to causes beyond its reasonable control including, but not limited to, natural or artificial disaster, riot, war, strike, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, pandemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or products through its regular sources, which shall be considered as an event of force majeure excusing Visitt from performance and barring remedies for non-performance. In an event of force majeure condition, Visitt’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Visitt to any liability or penalty. Visitt may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to Customer.
12.5. The Services may be subject to export restrictions and import restrictions of the U.S. and other jurisdictions, and Customer shall comply with all applicable export and import control laws and regulations in its access or use of the Services. Customer shall not (and shall not allow any Authorized Users to) permit access to, or use of, the Services by a person or in a country embargoed by, or in violation of, any applicable export laws or regulation. Customer must not (and must not allow anyone else to) export, re-export, transfer or disclose the Service: (a) to (or to a national or resident of) any U.S. embargoed jurisdiction, (b) to anyone on any U.S. or applicable non-U.S. restricted- or denied-party list, or (c) to any party that Customer has reason to know will use the Service in violation of applicable export Law.
12.6. No provision of the Agreement shall be deemed waived, and no breach shall be deemed excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. No consent by either party to, or waiver of, a breach by the other, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach. A delay or omission by a party to exercise any right under the Agreement shall not be construed to be a waiver of such right.
12.7. Should any or all of the provisions of these Terms be determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired by such determination and will remain in full force and effect, and the provision affected will be construed to be enforceable to the maximum extent permissible by law.
12.8. Notices to you may be made via the Services and/or email. Visitt may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally through the Services. You agree that all agreements, notices, disclosures and any other communications that Visitt provide as aforementioned satisfy any legal requirement that such communications be in writing. If email notice is provided, not receiving notice due to an invalid e-mail address will neither release you of your obligations under these Terms, nor be deemed a valid excuse for any reason.
12.9. Visitt may issue publicity or general marketing communications concerning its involvement with the Customer.